(MARK ONE)

FORM 10-Q/A-1

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011

OR

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________________ TO __________________________

COMMISSION FILE NUMBER: 333-113296

WIND WORKS POWER CORP.
(Name of registrant as specified in its charter)

(613)226-7883
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [  ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

     Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

Yes [  ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13, or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [  ] No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock as of the latest practicable date: 55,498,594 shares of Common Stock as of November 18, 2011.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this quarterly report on Form 10-Q/A-1 contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Generally, the words “believes”, “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements which include, but are not limited to, statements concerning the Company’s expectations regarding its working capital requirements, financing requirements, business prospects, and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this quarterly report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

EXPLANATORY NOTE

Wind Works Power Corp. is filing this Amendment No. 1 to its Quarterly Report on Form 10–Q for the quarter ended September 30, 2011 to amend its financial statements as previously filed.

This Amendment No. 1 does not reflect events that have occurred after the original filing of the Quarterly Report.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amendment No. 1, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished

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PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

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MANAGEMENT’S RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS

To the shareholders of Wind Works Power Corp. (A Continuation of Zero Emission People LLC)

The consolidated financial statements and the notes thereto are the responsibility of the management of Wind Works Power Corp. (A Continuation of Zero Emission People LLC). These consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles.

Management has developed and maintained a system of internal controls to provide reasonable assurance that all assets are safeguarded and to facilitate the preparation of relevant, reliable and timely financial information.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and internal control.

“Ingo Stuckmann”

Ingo Stuckmann
President

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Going concern (Note 2), Contingencies (Note 14), Commitments (Note 15), Subsequent Events (Note 16)

The accompanying notes are an integral part of the consolidated interim financial statements.

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The accompanying notes are an integral part of the consolidated interim financial statements.

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Supplemental disclosure of non-cash transactions (Note 5)

The accompanying notes are an integral part of the consolidated financial statements

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The accompanying notes are an integral part of the consolidated interim financial statements

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The accompanying notes are an integral part of the consolidated interim financial statements

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On November 25, 2009 the Company issued $992,300 of convertible debt in a subscription agreement between the Company and a group of investors. The debt carries an interest rate of 10% annually, due upon the maturity date, November 30, 2010. The debt may be converted into shares of common stock at a conversion price of $0.70 per share. In conjunction with the debt, the Company also issued warrants to purchase 1,000,000 warrants with an exercise price of $1.00 per share that expire on November 30, 2011. The debt carries a beneficial conversion feature, which along with the relative fair value of the warrants, resulted in a debt discount of $967,076 which was recorded against the convertible debt and offset in additional paid in capital.

On April 29, 2010, the Company agreed to modify the terms of the convertible debentures listed above. Under the modified debentures, the conversion price of the debentures was reduced to $0.40 per share. In addition, the warrant exercise price was reduced to $0.50 per share and the expiry date of the warrants was extended to November 30, 2012.

The discount on this debt is fully accreted at September 30, 2011, and the remaining debt of $300,000 is past due. The Company accrued a further $7,562 in interest expense for this debt during the period. Total accrued interest for this debt at September 30, 2011 is $55,398.

March 31, 2010 issuance

On March 31, 2010 the Company issued $275,000 of convertible debt in a subscription agreement between the Company and a group of investors. The debt carries an interest rate of 10% annually, due upon the maturity date, March 31, 2011. The debt may be converted into shares of common stock at a conversion price of $0.40 per share. In conjunction with the debt, the Company also issued warrants to purchase 575,000 common shares with an exercise price of $0.75 per share that expire on March 31, 2012. The debt carries a beneficial conversion feature, which along with the relative fair value of the warrants, resulted in a debt discount of $214,421 which was recorded against the convertible debt and offset in additional paid in capital. The discount on this debt is fully accreted at September 30, 2011.

The Company repaid $60,000 of this debt during the period and $25,000 remains past due at September 30, 2011. The Company accrued a further $630 in interest expense for this debt during the period. Total accrued interest for this debt at September 30, 2011 is $11,389.

September 30, 2011 issuance

On September 30, 2011, the Company issued $200,000 of convertible debt in a subscription agreement between the Company and a group of investors. The debt carries an interest rate of 10% annually, due upon the maturity date, September 30, 2014. The debt may be converted into shares of common stock at a conversion price of $0.23 per share. In conjunction with the debt, the Company also issued warrants to purchase 860,000 common shares with an exercise price of $0.50 per share that expire on September 30, 2014. The debt carries a beneficial conversion feature, which along with the relative fair value of the warrants, resulted in a debt discount of $21,971 which was recorded against the convertible debt and offset in additional paid in capital. As the debentures were issued on September 30, 2011, none of the discount had been accreted during the period.

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The above three convertible debenture liabilities are as follows:

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During the period, the Company entered into agreements to issue 1,610,000 shares in exchange for services to be received during the period and in the future. The Company has determined the total fair value of these shares to be $438,500, using the Company’s share price on the agreement dates. $78,464 has been recognized as consulting fees for the period, representing the portion of the total expected services that were received. As none of the shares were issued prior to September 30, 2011, $78,464 has been included in accrued liabilities. The remaining fair value of the issuance will be expensed in the period in which the related services are received. These shares were issued on November 10, 2011, subsequent to the end of the period.

Warrants

During the period, the Company issued 860,000 warrants attached to the convertible debentures issued on September 30, 2011. The Company allocated the proceeds received from the issuance based on the fair value of the options relative to the total fair value of the issuance. The Company determined the fair value of these warrants to be $21,971 using the following assumptions:

For purposes of the calculation, the following assumptions were used:

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The OPA Feed-In Tariff Contract deposits represent refundable deposits with the Ontario Power Authority for the projects listed above.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

THE FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.

Comparison of Operating Results for the Three Months ended September 30, 2011 and 2010 and from May 2, 2008 (“Inception”) to September 30, 2011.

Revenue

For the three months ended September 30, 2011 we did not generate any revenues as compared to $97,652 for the three months ended September 30, 2010. Of this total, $97,290 represents revenues attributable to a non-refundable security deposit. The non-refundable deposit resulted from the termination of an agreement with Premier Renewable Energy Ltd. Total revenues since Inception were $97,819.

Operating Expenses

For the three months ended September 30, 2011 our operating expenses totaled $ 943,448 as compared to $1,246,908 for the three months ended September 30, 2010. Operating expenses since Inception totaled $8,651,920.

The principal reasons for the decline in our operating expenses are attributable to the elimination of accretion expense which totaled $498,061 and the decline of consulting fees from $418,221 to $194,925. Professional fees increased from $92,669 to $131,714. This increase is primarily attributable to legal fees attributable to our funding activities. Interest and service charges increased from $38,120 to $221,698. The significant increase in this expense is attributable to financing activities incurred in connection with the funding of our wind farms. These costs are directly related to an increase in our project development costs from $177,443 to $333,555 for the three months ended September 30, 2010 as compared to the comparable period in 2011. Project development costs since Inception totaled $2,552,635. We expect project development costs will continue to increase as we have secured funding for several of our wind farms.

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Except for a lease expense of $26,000, all other line item expenses that we incurred for the quarter ended September 30, 2011 represented less than 1% of our total expenses for the year.

Net Income (loss)

Our Net Loss for the three months ended September 30, 2011and 2010 totaled $(943,448) and $(1,149,256). Since Inception our Net Loss totaled $(8,554,101).

We will require additional capital to fully implement our business plan. There can be no assurance that we will be able to secure additional capital or if available, on commercially acceptable terms. Until such time as we can fully implement our business plan, it is unlikely that we will be able to reverse our continuing losses in which case you may lose your entire investment.

Liquidity and Capital Resources

Assets and Liabilities

At September 30, 2011 we had cash and cash equivalents totaling $271,311, cost in excess of billings totaling $120,910 (see footnote 12), VAT receivables totaling $44,270, $15,020 in prepaid expenses and other assets totaling $107,736. All other current assets represent less than 1% of our current assets. Total current assets were $563,691.

At June 30, 2011 total current assets were $574,621 consisting primarily of cash and cash equivalents totaling $180,173, prepaid expenses totaling $112,033, costs in excess of billings totaling $77,862, VAT receivable of $83,739 and other assets totaling $115,380.

Prepaid assets consist primarily of common stock issued for services to be rendered.

The significant increase in our cash holdings is primarily attributable to funds received from project financings.

Our long term assets at September 30, 2011 totaled $14,262,948. These assets are primarily attributable to wind project deposits of $10,490,927 and wind projects valued at of $3,711,672. We had no other material long term assets.

At June 30, 2011 long term assets totaled $11,216,186, consisting primarily of wind project deposits of $7,731,252 and wind projects valued at $3,431,183. The increase in our long term assets is primarily attributable to an increase in our wind project deposits.

Total assets at September 30, 2011 were $14,826,640 as compared to $11,790,807. The significant increase in our long term assets is primarily attributable to the significant increase in wind farm deposits.

Our current liabilities at September 30, 2011 totaled $3,283,814 consisting of accounts payable totaling $2,676,063, convertible debentures totaling $503,029 and short term loans totaling $104,722. Current liabilities at June 30, 2011 totaled $2,821,225 consisting of $2,233,438 in accounts payable, $385,000 in convertible debentures and $202,787 in short term loans.

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We have a working capital deficit at September 30, 2010 (current assets less current liabilities) of $2,720,121 as compared to a working capital deficit of $2,246.604 at June 30, 2011. We require additional funding to meet our short term capital requirements. If we are unable to pay our liabilities as they become due, and our creditors are not willing to defer payments, we may be required to seek protection from creditor claims.

We have incurred significant indebtedness to comply with contractual commitments with respect to our wind farm deposits and development. Third party loans at September 30, 2011 totaled $12,337,264 as compared to $8,827,589 at June 30, 2011 (See footnote 8).

Off-Balance Sheet Arrangements

We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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